Vermont Statutes
Chapter 8 - Directors and Officers
§ 8.10. Removal of directors by judicial proceeding

§ 8.10. Removal of directors by judicial proceeding
(a)(1) The Superior Court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation if the court finds that:
(A) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, that the provisions of section 8.13 of this title have been violated, or a final judgment has been entered finding that the director has violated a duty set forth in sections 8.30 through 8.33 of this title; and
(B) removal is in the best interest of the corporation.
(2) The petition for removal shall be filed:
(A) in the county where the corporation’s principal office is located;
(B) in the county where the corporation’s registered office is located if the corporation has no principal office in this State; or
(C) in the Superior Court of Washington County where the corporation has no principal office or registered office in this State.
(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c) If members or the Attorney General commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant.
(d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

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